8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

May 27, 2014

Date of Report (Date of earliest event reported)

DIODES INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	002-25577	95-2039518
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
4949 Hedgcoxe Road, Suite 200 Plano, Texas		75024
(Address of principal executive offices)		(Zip Code)

(972) 987-3900

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Compensation

On May 27, 2014, the Compensation Committee of the Board of Directors of the Company, in connection with its annual review of executive compensation, (i) determined the base salaries of the Company’s principal executive officer, principal financial officer and three other most highly compensated executive officers effective June 1, 2014 (collectively, the “NEOs”) and (ii) granted non-qualified stock options (“NQSOs”) and restricted stock units (“RSUs”) to such NEOs as follows:

Name and Position	Base Salary		NQSOs (1)		RSUs (1)
Dr. Keh-Shew Lu President and Chief Executive Officer	$	548,000		80,000		80,000
Richard D. White Chief Financial Officer, Secretary and Treasurer	$	332,500		25,000		11,000
Mark A. King Senior Vice President, Sales and Marketing	$	332,500		20,000		10,000
Joseph Liu Senior Vice President, Operations	$	330,000		10,000		10,000
Francis Tang Vice President, Worldwide Discrete Products	$	291,000		10,000		10,000

(1) The NQSOs and RSUs were granted on May 27, 2014. Such NQSOs are first exercisable, and such RSUs will vest, in four equal annual installments, commencing May 26, 2015 and continuing thereafter on the following three anniversary dates of the first vesting date. The exercise price of the NQSOs is $27.92, which is the closing price of the Company’s common stock on May 27, 2014.

Board Compensation

On May 27, 2014, the Compensation Committee, in connection with its annual review of Board compensation, determined that Board compensation would remain unchanged. For 2014, (i) the annual cash retainer for each non-employee director would be $80,000; (ii) the additional annual cash retainer for the chairman and all other members of the Audit Committee would be $20,000 and $10,000, respectively; and (iii) the annual awards of RSUs to the Chairman of the Board, the Vice Chairman of the Board and all other non-employee directors would be 21,500, 14,700 and 4,300 shares, respectively. The RSUs for 2014 were granted on May 27, 2014 and will vest in four equal annual installments, commencing May 26, 2015 and continuing thereafter on the following three anniversary dates of the first vesting date. There will be no other payments for any director activities, except for reimbursement for all costs and expenses incurred for attendance at Board of Directors’ meetings. The Board of Directors of the Company, however, may modify such compensation for each director in the future.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Results of the Annual Meeting

Diodes Incorporated (“the Company”) submitted to a vote of its security holders at its 2014 annual meeting of stockholders on May 27, 2014 for the following matters: (1) the election of seven persons to the Board of Directors, each to serve until the next annual meeting of stockholders and until their respective successors have been elected and qualified; (2) the approval of the Company’s executive compensation on an advisory basis; and (3) the ratification of the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014.

1. Election of Directors

The final results of the number of votes cast for and withheld, as well as the number of broker non-votes, as to each nominee for the Board of Directors of the Company are as follows:

C.H. Chen	For:	24,294,359.32
	Withheld:	17,544,362.00
	Broker Non-Votes:	2,699,126.00
Michael R. Giordano	For:	40,086,888.32
	Withheld:	1,751,833.00
	Broker Non-Votes:	2,699,126.00
L.P. Hsu	For:	40,767,701.32
	Withheld:	1,071,020.00
	Broker Non-Votes:	2,699,126.00
Keh-Shew Lu	For:	40,520,766.32
	Withheld:	1,317,955.00
	Broker Non-Votes:	2,699,126.00
Raymond Soong	For:	24,498,889.32
	Withheld:	17,339,832.00
	Broker Non-Votes:	2,699,126.00
John M. Stich	For:	39,782,504.32
	Withheld:	2,056,217.00
	Broker Non-Votes:	2,699,126.00
Michael K.C. Tsai	For:	39,783,910.32
	Withheld:	2,054,811.00
	Broker Non-Votes:	2,699,126.00

2. Approval of Executive Compensation

The final results of the number of votes cast for and against, as well as the number of abstentions and broker non-votes, as to the approval of executive compensation on an advisory basis are as follows:

For:	31,635,541.32
Against:	8,289,850.00
Abstain:	1,913,330.00
Broker Non-Votes:	2,699,126.00

3. Ratification of Appointment of Independent Registered Public Accounting Firm

The final results of the number of votes cast for and against, as well as the number of abstentions and broker non-votes, as to the ratification of the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014 are as follows:

For:	43,672,571.32
Against:	837,475.00
Abstain:	27,801.00
Broker Non-Votes:	0

Item 7.01 Regulation FD Disclosure.

On May 27, 2014, the Company held its 2014 annual meeting of stockholders. A copy of the presentation slides for the 2014 annual meeting of stockholders is furnished herewith as Exhibit 99.1 to this Report.

The information in this Item 7.01, including Exhibit 99.1, will not be treated as filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section. This information will not be incorporated by reference into a filing under the Securities Act of 1933, or into another filing under the Exchange Act, unless that filing expressly refers to specific information in this Report. The furnishing of the information in this Item 7.01 is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information in this Item 7.01 is material information that is not otherwise publicly available.

In the foregoing presentation, the Company utilized financial measures and terms not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”) in order to provide stockholders with an alternative method for assessing its operating results in a manner that enables stockholders to more thoroughly evaluate its current performance as compared to past performance. The Company also believes these non-GAAP measures provide stockholders with a more informed baseline for modeling its future financial performance. The Company’s management uses these non-GAAP measures for the same purposes. The Company believes that its stockholders should have access to the same set of tools that it uses in analyzing its results. These non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. See Item 2.02 of to the Company’s Form 8-K, filed on May 13, 2014, for definitions of the non-GAAP financial measures, together with an explanation of why management uses these measures and why management believes that these non-GAAP financial measures are useful to stockholders, and tables that reconcile the non-GAAP financial measures utilized to GAAP financial measures.

Cautionary Information Regarding Forward-Looking Statements

Except for the historical and factual information contained in the accompanying slides attached as Exhibit 99.1 to this Report, the matters set forth therein are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including, but are not limited to, such factors as may be detailed from time to time in the Company’s filings with the United States Securities and Exchange Commission. You should not place undue reliance on these forward-looking statements, which speak only as of the date of the presentation slides. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Presentation slides for the 2014 annual meeting of stockholders

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 2, 2014	DIODES INCORPORATED
	By	/s/ Richard D. White
		RICHARD D. WHITE
		Chief Financial Officer

Index to Exhibits

Exhibit Number	Description
99.1	Presentation slides for the 2014 annual meeting of stockholders

EX-99.1

Stockholders’

Meeting

Corporate Presentation

May 27,

2014

Exhibit 99.1

Safe Harbor Statement

Page 2

Any

statements

set

forth

herein

that

are

not

historical

facts

are

forward-looking

statements

that

involve

risks

and

uncertainties

that

could

cause

actual

results

to

differ

materially

from

those

in

the

forward-looking

statements.

Such

forward-looking

statements

include,

but

are

not

limited

to,

statements

regarding

Diodes

Incorporated’s

2Q

2014

business

outlook

as

of

May

8,

2014,

which

includes

the

following:

expect

revenue

to

increase

to

a

range

of

$216

million

and

$229

million,

or

up

2.9

to

9.1

percent

sequentially;

expect

gross

margin

to

be

30.5

percent,

plus

or

minus

2

percent;

operating

expenses

are

expected

to

be

approximately

21.8

percent

of

revenue,

plus

or

minus

1

percent;

expect

income

tax

rate

to

range

between

19

and

25

percent,

and

shares

used

to

calculate

EPS

for

the

second

quarter

are

anticipated

to

be

approximately

48.2

million;

and

other

statements

identified

by

words

such

as

“estimates,”

“expects,”

“projects,”

“plans,”

“will”

and

similar

expressions.

Potential

risks

and

uncertainties

include,

but

are

not

limited

to,

such

factors

as:

the

possibility

that

the

transaction

may

not

be

consummated,

including

as

a

result

of

any

of

the

conditions

precedent;

the

risk

that

BCD’s

business

will

not

be

integrated

successfully

into

the

Company’s;

the

risk

that

the

expected

benefits

of

the

acquisition

may

not

be

realized,

including

the

realization

of

the

accretive

effect

of

the

acquisition;

the

risk

that

BCD’s

standards,

procedures

and

controls

will

not

be

brought

into

conformance

within

the

Company’s

operation;

difficulties

coordinating

the

Company’s

and

BCD’s

new

product

and

process

development,

hiring

additional

management

and

other

critical

personnel,

and

increasing

the

scope,

geographic

diversity

and

complexity

of

the

Company’s

operations;

difficulties

in

consolidating

facilities

and

transferring

processes

and

know-how;

difficulties

in

reducing

the

costs

of

BCD’s

business;

the

diversion

of

our

management’s

attention

from

the

management

of

our

business;

Diodes’

business

and

growth

strategy;

the

introduction

and

market

reception

to

new

product

announcements;

fluctuations

in

product

demand

and

supply;

prospects

for

the

global

economy;

continued

introduction

of

new

products;

Diodes’

ability

to

maintain

customer

and

vendor

relationships;

technological

advancements;

impact

of

competitive

products

and

pricing;

growth

in

targeted

markets;

successful

integration

of

acquired

companies

and/or

assets;

Diodes’

ability

to

successfully

make

additional

acquisitions;

risks

of

domestic

and

foreign

operations,

including

excessive

operation

costs,

labor

shortages,

higher

tax

rates

and

joint

venture

prospects;

unfavorable

currency

exchange

rates;

availability

of

tax

credits;

Diodes’

ability

to

maintain

its

current

growth

strategy

or

continue

to

maintain

its

current

performance

and

loadings

in

manufacturing

facilities;

our

future

guidance

may

be

incorrect;

the

global

economic

weakness

may

be

more

severe

or

last

longer

than

Diodes

currently

anticipate;

and

other

information,

including

the

“Risk

Factors,”

detailed

from

time

to

time

in

filings

with

the

United

States

Securities

and

Exchange

Commission.

This

presentation

also

contains

non-GAAP

measures.

See

the

Company’s

press

releases

on

May

8,

2014

titled,

“Diodes

Incorporated

Reports

First

Quarter

2014

Financial

Results”

for

detailed

information

related

to

the

Company’s

non-GAAP

measures

and

a

reconciliation

of

GAAP

net

income

(loss)

to

non-GAAP

net

income

(loss).

Page 3

A leading global manufacturer and

supplier of high-quality application

specific,

standard

products

within

the broad discrete, logic and analog

markets, serving the computing,

consumer, industrial,

communications

and automotive

segments.

About Diodes Incorporated

Business Objective

To consistently achieve

above-market profitable growth, 

utilizing our innovative and

cost-effective packaging technology,

suited for high volume, high growth

markets by leveraging process expertise

and design excellence to deliver high

quality semiconductor products.

Page 4

2013 Total Semiconductor Market ($306 bn)

Significant Market Opportunity

Page 5

$134 bn

$28 bn

$67 bn

$40 bn

$18 bn

Diodes’

SAM:

$9 -

$11 bn

Diodes’

SAM:

$14 -

$16 bn

Opto

$18 bn

Std Logic

Analog

Discrete

Micro/Special

Memory

Diodes’

SAM:

$2 -

$4 bn

Diodes Growth Strategy

Page 6

Many Paths for Growth:

Product Portfolio

Product arena

Product line expansion

Performance enhancement

Application Space

Targeted end equipment

Broad customer base

Increased product coverage

Packaging Breadth

Broad packaging portfolio

Increased power density

Small form factor

2006

2010

Product Portfolio Progression

Page 7

Discrete

Diodes

MOSFETs

Rectifiers

Transistors

Protection Devices

Analog

Power Management

Power Switches

Standard Linear

Sensors

LED Drivers

Logic

Low Voltage CMOS

High Speed CMOS

Advanced Ultra-Low

Power CMOS

Efficiency, Functionality and Control for Smartphones

Page 8

LCD Backlighting

LED Drivers

Boost Converters

Schottky Diodes

LCD / OLED Display Bias

LCD Bias ICs

OLED Bias ICs

Schottky Diodes

LED Flash Module

Camera Flash Drivers

ZXMN series MOSFETs

Keypad Backlighting

LED Drivers

Boost Converters

Schottky Diodes

System Voltage Conversion

Low Dropout Regulators

DC-DC Converters

Schottky Diodes

Low-Saturation Bipolar Transistors

GPS Antenna Detection

Current Monitors

Flip / Slide / Holstor Detectio

Hall Effect Sensors

Hall Effect Drivers

Battery Power Management

USB Power Switches

Current Monitors

Charger ICs

Low-Saturation Bipolar Transistors

ZXMP series MOSFETs

RF Power Amplifier

Low Dropout Regulators

Audio Amplifier

Class D Amplifier

Page 9

Packaging Focus: Miniaturization and Power Efficiency

SOT143/SC82

SOT23F

SOT23/523

SC59

SOD-323F

SOD123/323

SOT666

SOT953/963

SOT26/363

SOT25/353

TSOT23-3/5/6

TO252

TO220/263/

ITO220S

SOT223

SIP-3/4

PM-III

QSOP16/20L

MSOP8/10

SOIC-8/10

TSSOP8

TSSOP14/16

SOIC14/16

PD-5

PD-123/323

Power DI 5060

Power DI 3030

Non-expose Pad

Power DI 3333

QFN 3~16 pin

0.4mm DFN

DFN1006-2

DFN0603-2

DFN0806-3

WL-CSP

DFN1114-3

Pyramid Stack

DFN5060-4

Bridge

Power DI 4040

Copper + Clip

SOLAR

PowerDI-5SP

E-CSP

Flip chip/Wafer Mold

QFN 32 pin

DFN4030C-12

DFN0808-4

0.35mm Thickness

SLP3010N9

Page 10

Packaging Focus: Miniaturization and Power Efficiency

Power Efficiency

Miniaturization

DFN

0603-2

Possibly

the smallest Discrete

semiconductor package.

Compared to a TO252, the

PowerDI

®

5 package delivers

twice the power density from      

a 55% smaller footprint.

PowerDI

®

5

TO252

Annual Revenue Growth Rates

Outperforming the Industry

Page 11

2003 to 2013 Growth

Diodes Inc.:          19.7%

SAM Industry:      3.81%

Industry (Discrete + Analog +  Logic)

*Acquisition Years

Revenue Growth

( In millions )

(

* The year with acquisition )

*

*

*

*

Page 12

Revenue Profile –

1Q2014

By Channel

By Region

By End Market

Page 13

10%

80%

10%

Asia Pacific

Europe

North America

68%

32%

Distribution

OEM / EMS

20%

20%

22%

34%

4%

Industrial

Consumer

Communications

Automotive

Computing

First Quarter 2014 Financial Performance

Page 14

In millions, except per share

1Q13

4Q13

1Q14

Q/Q

Y/Y

Revenue

$177.0

$211.0

$210.0

-$1.0

$33.0

Revenue Growth

-0.5%

18.6%

Gross Margin % (GAAP)

26.1%

28.8%

29.3%

50bp

320bp

Gross Profit (GAAP)

$46.2

$60.8

$61.6

$0.8

$15.4

Net Income (GAAP)

-$1.9

$6.2

$10.2

$4.0

$12.1

Net Income (non-GAAP)

$7.5

$11.3

$12.4

$1.1

$4.9

EPS (non-GAAP)

$0.16

$0.24

$0.26

$0.02

$0.10

Cash Flow from Operations

$31.3

$32.1

$46.1

$14.0

$14.8

EBITDA (non-GAAP)

$23.1

$28.9

$32.8

$3.9

$9.7

Balance Sheet

Page 15

Dec 31, 2013

Cash

$157

$197

$212

Short-term Investments

$23

$21

Inventory

$153

$180

$177

Current Assets

$491

$650

$643

Total Assets

$920

$1162

$1141

Long-term Debt

$ 44

$ 183

$ 165

Total Liabilities

$200

$419

$386

Total Equity

$720

$744

$755

Mar 31, 2014

In millions

Dec 31, 2012

Thank you

Company Contact:

Diodes Incorporated

Laura Mehrl

Director of Investor Relations

P: 972-987-3959

E: laura_mehrl@diodes.com

Investor Relations Contact:

Shelton Group

Leanne K. Sievers

EVP, Investor Relations

P: 949-224-3874

E: lsievers@diodes.com

www.diodes.com

Diodes was named one of

the 10 Best Stocks of the

Past 20 Years –

March 2012